


Friends Make the Best Lovers

by dystopia



Category: Bandom, Panic! at the Disco
Genre: F/M, M/M, Multi, Threesome - F/M/M
Language: English
Status: Completed
Published: 2012-11-28
Updated: 2012-11-28
Packaged: 2017-11-19 17:42:10
Rating: Explicit
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 1
Words: 4,315
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/575914
Author URL: https://archiveofourown.org/users/dystopia/pseuds/dystopia
Summary: <blockquote class="userstuff">
              <p>Spencer and Haley have a bit of fun with Ryan.</p>
            </blockquote>





	Friends Make the Best Lovers

Spencer lay contented in his hotel bed, his fingers pulling slowly through his girlfriend’s hair, twirling it around in his fingertips. The scent of Haley’s hair always made him smile because it reminded him of home. Since it was summer and she didn’t have to work, Haley had come along to Baltimore with Spencer. He was so happy that he had been able to spend most of the summer with her or at least had been able to spend more time with her than when they were touring. 

Haley’s fingers were tracing invisible shapes against his bare chest and Spencer delighted in this feeling, but as happy as he was at this moment, there was something that he couldn’t get off of his mind, something that he had wanted to ask her for a long time.

“Hey, Haley?” She didn’t look up at him, just continued connecting his freckles with her soft fingertips.

“Yeah baby?”

“So, you and Ryan were pretty close friends before we got together, right?”

“Yeah?”

“Well...did you guys ever...?” He felt her fingers hesitate for a moment against his skin, and this time she lifted her head from his chest and looked up at him.

“Did we ever what?” Spencer had to look away from her because it was more than a little difficult to look your girlfriend in the eye and ask her if she ever slept with your best friend.

“Um...have you guys ever slept together?” Haley tried to search Spencer’s blue eyes to find the reason for this question, but he refused to look down at her. Spencer did have a good reason for his inquiry but it probably wasn’t what she was thinking.

“Yes?” Haley answered but it was still more of a question of Spencer’s motives at this point. When Spencer didn’t say anything else, she felt the need to continue.

“But, it was before I even knew you, and I mean of course we haven’t since you and I got together, and it wasn’t even a big deal or anything...”

“It’s okay. I’m not mad. I was just curious.” He was curious but not really in a ‘hmm, I wonder if this ever happened’ sort of way, but more like a ‘wow, Ryan and my girlfriend doing dirty things to each other is probably one of the hottest things ever’ sort of way.

“So, Spence can I ask you a question now?”

“Sure, sweetie.”

“Have you and Ryan ever...?” Spencer froze.

“Uhh...no.”

“Would you?”

“Would I sleep with Ryan?!”

“Yeah.”

“I don’t know.”

“C’mon Spence. Don’t act like you’ve never thought about it.” 

Haley pulled herself up and sat on her boyfriend’s lap, straddling him, her purple t-shirt resting just above her black and white striped panties. Spencer wasn’t a very good liar. He was especially not good at lying to her face but it was nearly impossible for him to lie while he was between her bare thighs. Haley, of course, knew this and had used it to her advantage every now and then.

“I don’t really want to talk about this.”

“That’s not fair, you brought him up in the first place and I was honest with you. You have to be honest with me now. I know you’ve thought about Ryan’s hot little ass.” 

Haley giggled and leaned in to kiss Spencer’s neck, just below his ear.

“Stop. That tickles.”

“Okay, fine. We don’t have to talk about it, but I’m just going to pretend that you guys have totally done it, because that is seriously sexy.” 

She moved her legs from either side of Spencer’s lap and sat down next to him.

“You think it’s sexy?”

“Hell yes! I mean, obviously you know how hot I think you are, but if you were like, jerking off Ryan, that would be even hotter.” 

Haley felt her face heat up immediately at this confession, because maybe she shouldn’t have said that.

“Well, Ryan and I have kissed before, so feel free to masturbate to that, you crazy little perv.” 

Spencer reached over and grabbed her around the waist to pull her back over on top of him. He purposely fluttered his fingers against her ribs and she laughed and tried to escape his ticklish grip.

“I knew it!” Haley kept laughing and wiggling around trying to grab for her boyfriend’s phone on the table next to the bed, “I’m going to call Ryan right now and tell him to get his ass up here so I can watch you two make out.” 

“Fine. Do it. But when he gets here you have to suck him off and I get to watch.”

“Spencer Smith! I can’t believe you. You’re more of a perv than I am!”

“Whatever. He wouldn’t do it anyway. Can we just watch this movie now?” They had been trying to watch a movie that they ordered before this whole conversation had distracted them.

“I don’t know Spence. I think he would. I’m calling him.” 

She finally reached the phone and they were wrestling and rolling around on the bed when they heard the lock on the door click and someone walked in.

“Oh shit. Sorry guys. I’m not looking and I’m not staying. I just need to brush my teeth really fast.” 

Ryan politely put his right hand up to shield his eyes from his friends rolling around in their underwear and walked quickly toward the bathroom.

“Oh my God, Spencer. Your boyfriend is here and he’s just in time.” Haley whispered in Spencer’s ear as he pinned her down to the bed, “Let go of me. I’m going to the bathroom to go down on Ryan while he brushes his teeth and because you’re hurting my wrists right now you definitely don’t get to watch.” 

Haley rolled them over so that she was on top and slid free of her boyfriend’s grip. She got up off of the bed and pulled her shirt down.

“Haley, I swear to God, if you...”

“Spence, will you relax please? Trust me. This is going to be fun.”

Spencer laid back down on the bed and watched his girlfriend walk across the room in her underwear toward the open bathroom door. He turned his head and stared up at the ceiling. She wasn’t really going to say anything, he hoped. And even if she did, Ryan would just laugh and think they were both crazy and go back to wherever he came from. But, what if Ryan didn’t laugh? Oh God. Spencer needed to stop having thoughts like this. Like what Haley’s face would look like with Ryan sucking on her neck or what Ryan would look like coming on his girlfriend’s breasts. Spencer forced these thoughts out of his head and tried to focus on the movie that was playing, but, seriously, what were they still doing in the bathroom?

__________________________________________________________________

“Hey Ry.” Haley leaned against the doorway and looked at Ryan in the mirror.

“Oh, hey. Sorry. Did you need to use the bathroom?” Ryan spit toothpaste into the sink and wiped his mouth with one of the towels hanging on the wall, “I’m finished.”

“Oh, no. I just wanted to say hi. How’s everything going?”

“Um. Good, I guess.” Ryan turned around to face Haley as she stepped inside the door and walked closer to him.

“You know what I don’t think is fair Ryan?” Haley asked as she walked up to her friend until she was right in front of him and he had to lean back against the sink.

“What’s that?” This whole situation was making Ryan pretty uncomfortable. His best friend’s girlfriend had him backed up against a bathroom sink, not wearing pants. Ryan wasn’t sure what to do about this at the moment.

“Well...” Haley moved in a little closer as she spoke, “I don’t think it’s fair that Spence gets to kiss you and I don’t.” 

She brushed her fingers over the collar of Ryan’s white shirt and slid her thumb over his exposed throat.

“Um...What are you talking about?” 

Haley didn’t answer him, she just leaned forward and connected her lips with his. It was a light kiss, but it was far from chaste or innocent. She moved her lips against his and realized that he wasn’t kissing her back.

“What’s the matter?”

Ryan placed his hands against her hips and pushed her back lightly.

“Haley, what are you doing? Spencer is in the other room right now.”

“Nothing. It’s not a big deal Ry. He said it was okay.”

“He did?” Ryan looked questioningly into his friend’s eyes and tried very hard to figure out what the hell was going on.

“Yeah. He wanted to watch though.” 

Haley leaned back into Ryan and kissed him once more, this time sliding her tongue along his lip. Ryan opened his mouth to try and say something to stop her but her tongue was persistent. A million thoughts were running through his mind, as he felt her massage his tongue and her hands ran down his chest, but the prominent one was ‘Did she just say that Spencer wanted to watch them?!!’ He went to push her away again but she pulled back first.

“Come here.” She grabbed Ryan’s hands in her own and wrapped them around her waist as she pulled him out of the bathroom behind her. 

__________________________________________________________________

Spencer turned his head away from the ceiling when he heard them walk out of the bathroom. He saw Ryan’s hands around his girlfriend’s waist as she smiled seductively at him and winked. He felt his heart stop for a second but it wasn’t from jealously. What had she said to Ryan? Were they really going to do this?

Haley turned around to face Ryan as they got to the bed. She grabbed the back of his head and pulled lightly, attaching her lips to his neck. She kissed lightly and darted her tongue out over his skin. Ryan looked at his friend, who was lying on the bed in front of him for a moment and then let his eyes slip closed, but he could still feel Spencer watching them. Haley worked on removing Ryan’s belt and he batted her hands away when he heard Spencer’s breath hitch. He opened his eyes and saw his friend on the bed, eyes closed, hand stroking himself slowly over his green boxers.

“Okay guys. Stop! What the fuck are you two doing? Is this some kind of joke or something?” 

Spencer sat up on the bed and moved over to the edge, swinging his legs over the side so that he was sitting next to where Ryan was standing. Haley continued to pull off his belt and unbutton his jeans.

“It’s not a joke Ry, but if you don’t want to play with us, I guess you don’t have to. Did you have something better to do tonight?” Haley asked as she finished unzipping his jeans. 

Ryan looked down to his best friend to ask him if his girlfriend was high or something but all he got was a shrug, as Spencer glanced at him and then dropped his eyes to the floor.

“Sit down Ry,” Haley pleaded and pulled his jeans down to his ankles. Soon she was kneeling on the floor, working on removing his shoes. Ryan sat on the edge of the bed and looked over his shoulder.

“Spencer?”

“Yeah.”

“Is this really okay?” 

Spencer felt warmth growing across his cheeks as he looked up and met Ryan’s confused, gorgeous, honey eyes.

“If it’s okay with you Ry. You can leave if you want. We just thought it would be kind of fun.” Spencer looked down at Haley on the floor. “And I just recently learned that my girlfriend is a horny pervert.” He gently kicked Haley’s knee and she started laughing.

“Shut up Spencer. This wasn’t my idea. I’m not the one who jerks off thinking about Ryan.”

“I do not! You were the one that wanted to call him.”

“Um, guys?” 

Ryan wasn’t sure if he should laugh with them or run out the door while they weren’t looking. He wasn’t sure at what point he became his friends’ little sex toy but he figured he might as well stick around and see what happened. Spencer stopped poking Haley in the side with his toe and put his hand on Ryan’s shoulder.

“Sorry, Ry. And I don’t jerk off thinking about you, just so you know. Haley probably does though.”

“Spence, you’re an idiot, I couldn't even jerk off if I wanted to.”

“Are you guys going to tell me what’s going on?” 

Spencer turned and brought his left leg up on the bed and bent his knee in so he was facing his best friend. He started to speak but he had to look down because he could not say this to Ryan’s face without laughing or dying of embarrassment.

“Well, Haley and I were talking and I know that you guys have been together before...and I maybe...said something about...how it might be hot...to watch her go down on you.” 

Spencer could not believe that he just said these words out loud.

“Oh.” Ryan was expecting that.

“If you think it’s creepy or something, you don’t have to do it.” 

Ryan thought for a second. He didn’t really think it was creepy. It wasn’t even that weird. He and Spencer had gotten off together before, well, not technically together, but in the same room, and he and Haley had done this before so it really wasn’t that crazy of an idea. And why was he even thinking of turning down a blow job?

“It’s okay with me.” 

This was all that Haley needed to hear before she started kissing the inside of Ryan’s thigh. Ryan looked down at her and watched and tried not to think about Spencer sitting right next to him. This worked for a minute, until he felt Spencer move on the bed and their bare legs brushed against each other. Haley kissed up the length of Ryan’s cock through his gray boxer briefs and grasped the elastic of the waist and started to pull them down over his ass as he lifted his hips off of the bed. He kept his eyes on her as she pulled them down around his ankles. 

Haley was gorgeous when she was flushed like this and most other times too, but Ryan hadn’t seen her like this in a while and he had almost forgotten. Her eyes sparkled against her pink cheeks when she looked up at him. He laced his fingers through her dark hair as he felt her mouth around his erection. He closed his eyes and his head fell back a little as he let out a shaky breath. He moved his hand from her hair to grasp the bed and try to keep himself from thrusting into her mouth but as soon as he put his hand down, he realized that it had not landed on the bed, but on Spencer’s thigh. He was going to move it away but he felt the tip of his dick brush against the back of Haley’s throat and he couldn’t help but squeeze Spencer’s leg.

“S-sorry.” Ryan tried to stutter an apology to his friend.

“It’s okay.” Spencer breathed out and gently placed his hand over Ryan’s on his thigh and held it there. Ryan looked over and saw that the hand that wasn’t holding his was shoved down his friend’s boxer shorts and was moving rapidly up and down. Ryan looked back down at Haley, who was dragging her tongue up his cock and sucking lightly right underneath the head. Ryan decided that he better close his eyes again and try to convince himself that this still wasn’t weird. 

Spencer took his hand off of Ryan’s and slid it up under the back of his friend’s shirt, running his fingers over the smooth skin stretched across Ryan’s spine. Ryan shuddered at his friend’s touch. Soon, he felt both of Spencer’s hands tugging the bottom of his shirt and pulling it up over his chest. Ryan raised his arms and let his friend remove his shirt and toss it on the floor. Spencer kissed the back of Ryan’s neck as Haley licked just above the hair below his navel, her hand slipping up and down on his spit-slicked cock. 

She rose up on her knees continued kissing up his stomach and over his chest until she met Spencer over his shoulder. Their lips and tongues met and Ryan could feel the heat and their moist breaths right next to his ear. As their tongues played against one another, they both took Ryan’s earlobe into their mouths and played with it back and forth. Ryan felt hot all over and it was becoming increasingly difficult to breath. 

“Haley.” Ryan breathed out. 

She turned her head and he met her lips passionately. He sucked on her bottom lip and pulled it into his mouth, smoothing over it with his tongue. Ryan let his hand move down and he felt how wet Haley was through the slick material of her panties. He rubbed his fingers slowly over her and she moaned quietly into his mouth. She pulled back from the kiss to pull her shirt off and then met Ryan’s swollen lips again. Her bare breasts pressed against his chest and he continued to move his fingers in circles against the outside of her underwear. 

Spencer moved one of his hands down her back and past the black and white material to grab her ass and press her more tightly against Ryan. Haley broke her kiss with Ryan and moved her mouth to the side of his neck, pressing her tongue up until she got to his ear. 

“Ryan, I want you to fuck me,” she breathed into his ear as she tightened her grip on his dick, “please.”

Ryan unintentionally thrust into her fist and inhaled sharply as Spencer bit lightly at the back of his shoulder. Spencer's hand was still on Haley’s ass pressing her into him. Ryan moved Haley’s underwear to the side and teasingly slid one of his fingers back and forth through the slick heat before he pressed one inside her. He turned his head to the side to meet Spencer. Spencer could easily see the lust in his friend’s eyes as he asked him.

“Spencer, can I?” 

Spencer moved his hand on his girlfriend’s ass lower and curled his wrist up until his fingers met Ryan’s. He slid his fingers around Haley’s wet folds and around the finger that Ryan had buried inside her. 

“Okay. But you can’t come inside of her. I not going to take care of your bastard children Ry.” 

They all laughed at this and Spencer pulled Haley off of the floor to join them on the bed. She pulled her underwear down and stepped out of them. Spencer and Haley laid down next to each other on the bed and Ryan stood up to kick his boxers off of his ankles. Haley pulled Spencer’s boxers off as well and he kicked them to the end of the bed. 

She was lazily pulling at her boyfriend’s cock as Ryan lowered his head over her chest and took one of her nipples into his mouth. He nipped at it lightly with his teeth and rolled his tongue around it. She sighed and arched her back off the bed. Ryan pressed her back down with his hips, letting his erection slid against her clit. He rocked his hips back and forth a few times, the underside of his cock getting wet. He continued kissing her breasts as he pulled back to line himself up. He took and deep breath and let it out slowly as he pushed himself inside her. Haley cried out as he pulled out and thrust back in hard. 

“Ahh...”

“Haley, I’m sorry, am I hurting you?” Ryan stopped the movement of his hips, still buried deep inside, and looked up at her.

“No, I’m okay, please don’t stop Ry.” 

Ryan was a little bigger than Spencer was but it only hurt a little, and she certainly was not going to say this out loud. 

Ryan braced himself with one hand on the side of Haley’s shoulder as he used his other hand to squeeze her breast gently and continued licking her nipple and thrusting inside her. Haley had one hand on herself, fingers teasing her clit and the other on Spencer, stroking him. Spencer turned his head to kiss Haley, and she kind of tasted like Ryan, but it was still hot, maybe because she tasted like Ryan. 

Ryan was a lot overwhelmed by this whole situation. Watching his friend’s tongue play inside of Haley’s mouth while he was sliding in and out of her. She was panting and moaning quietly into Spencer’s mouth and clenching around his dick as he fucked her. Ryan had not been prepared for all this tonight and he hadn’t had sex in a long time. 

Okay, well that wasn’t entirely true but this was considerably different and not just because Spencer was watching them. It was mainly different because Brendon didn’t have tits, and no amount of lube could ever feel as good as this. Ryan had to slow his movements down. Haley broke away from her kiss to look up at him.

“Ryan, what’s wrong? I’m so close, please don’t stop.”

“I’m sorry. I just...need...a break. I can’t...” Ryan realized that talking while trying to stop himself from coming was a difficult task. 

“Please Ry, I’m almost there, please just keep going.” Haley pleaded with him as she continued sliding her fingers against herself and took her hand off of Spencer to grab Ryan’s ass and pull him in tighter. 

“Okay...where do you want me to...?”

“On Spencer, I want to lick it off later....just a little bit longer Ry, please?”

“Yeah, okay.” Ryan took a deep breath and fucked into Haley harder than he had before. He thrust into her, increasing the pace until her thighs tightened around him and he felt her pulsating around him.

“Oh fuck Ryan...ugnhh...” Haley’s eyes were screwed shut and she breathed heavily through her lips that were hanging open. 

Spencer thought to himself that he probably should not think it’s hot to hear his girlfriend moaning someone else’s name as she came, but it definitely was. He watched Ryan’s face and could tell that Ryan was trying really hard not to come inside her. 

Ryan had to pull out before it was too late and Spencer soon found himself watching Ryan jerk himself a few times before he felt warm spurts of liquid hit his stomach. 

Haley watched this as she tried to slow her breathing. Ryan collapsed back and sat on his ankles.

“I changed my mind,” Haley said as she started to sit up against the headboard, “I want to watch Ryan lick it off.”

Spencer and Ryan both looked over at her, and then at each other. Spencer smiled and shrugged his shoulders and Ryan smirked and leaned his head down to lick his friend’s stomach. He traced his tongue over Spencer’s trembling abs and licked until he was clean. Then, he traced his tongue over the head of his friend’s cock and looked over at Haley with a devilish look in his eyes. Haley leaned over to kiss her boyfriend as Ryan took him all the way into his mouth. 

Sucking dick was not particularly one of Ryan’s favorite activities, but it was Spencer and he had just let him fuck his girlfriend so Ryan figured he kind of owed him. He grasped the base of his cock with this hand and bobbed up and down Spencer’s erection, pressing his tongue against the underside as he went. Spencer had basically been hard ever since he and Haley were watching the movie earlier so it only took a minute before Ryan felt his tongue coated in his friend’s cum. 

The next thing he did was really just to drive Haley crazy and he didn’t really know if Spencer was going to go along with it but he did it anyway. 

Holding his mouth closed, he crawled up Spencer and gently pushed Haley out of the way. Spencer looked up at him and his eyes went a little wide as he realized what Ryan was going to do. He glanced over at Haley, who was basically staring at Ryan’s lips and the white droplets that were glistening against them. Spencer smiled and nodded to Ryan. 

Ryan leaned down and parted his lips against his friend’s, letting the fluid drip slowly out of this mouth. Spencer moved his lips against Ryan’s and let his cum trickle into his mouth. Ryan could feel Haley staring at them and thrust his tongue between his friend’s lips. They both lapped at the liquid and passed it back and forth until Spencer eventually swallowed it and laid his head back against the pillows. Ryan smiled at him and kissed him quickly one last time.

“Did you like that little miss kinky?” Spencer turned his head and asked his girlfriend who was still staring at them, speechless.

“Um...” She wasn’t sure what to say, so she opted to just lay her head down against Spencer’s chest while she tried to catch her breath. Ryan laid down on the other side of Spencer and closed his eyes contemplating getting up.

“Do you guys care if I stay here with you tonight?” 

Haley stretched her hand across her boyfriend’s chest and laced her fingers with Ryan’s.

“No, Ry, I think we’ll keep you,” Haley said as she let her eyes close. 

Spencer laughed and let himself drift to sleep between them.


End file.
